Rodman & Renshaw Capital Group, Inc. Sample Contracts

Direct Markets Holdings Corp. – Direct Markets logo (August 14th, 2012)

New York, NY -- August 14, 2012 – Direct Markets Holdings Corp. (NASDAQ: MKTS) (“the Company”) announced financial results for the first half and second quarter ended June 30, 2012.

Direct Markets Holdings Corp. – DIRECT MARKETS ANNOUNCES ENTRY INTO LETTER OF INTENT FOR SALE OF BROKER-DEALER SUBSIDIARY TO AN ENTITY CONTROLLED BY FOUNDER AND FORMER VICE CHAIRMAN (July 3rd, 2012)

NEW YORK – (BUSINESS WIRE) – July 2, 2012 – Direct Markets Holdings Corp. (Nasdaq: MKTS) (the “Company”) announced today that it has entered into a nonbinding letter of intent for the sale of Rodman & Renshaw, LLC, its broker-dealer subsidiary (“Rodman”), to an entity controlled by Michael Vasinkevich, one of the Company’s founders and former vice chairman of the board of directors. The closing of the transaction is subject to conditions including the negotiation and execution of a definitive agreement, FINRA approval of the proposed change in control and approval of the transaction by a majority of the disinterested stockholders of the Company. Subject to the satisfaction of these conditions, the transaction is expected to close on or about December 31, 2012.

Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin Chief Financial Officer (May 15th, 2012)
Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin Chief Financial Officer (March 14th, 2012)
Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Investor Contact: Dave Horin, Chief Financial Officer (212) 356-0545 Media Contact: Mike Geller, Edelman for Rodman & Renshaw and DirectMarkets (212) 729-2163 (February 2nd, 2012)

New York, NY, February 2, 2012 – Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM), via a new subsidiary, DirectMarkets, will unveil an automated state-of-the-art electronic transaction platform to directly link existing public company issuers and investors seeking to transact primary offerings of securities. DirectMarkets will bring unprecedented, cost-efficient access to the capital markets into the C-Suite of public companies and bypass certain traditional roles typically held by investment banks that presently control the transactional process. Both investors and issuers will benefit from 24/7 seamless access to DirectMarkets’ platform through a graphical user interface (GUI) accessible via a desktop or laptop computer, as well as any mobile smart devices such as tablets or smartphones. The official launch will take place at the TradeTech 2012 Conference in New York City that begins on March 6, 2012.

Rodman & Renshaw Capital Group, Inc. – SECURITY AGREEMENT (November 4th, 2011)

This SECURITY AGREEMENT, dated as of November 1, 2011 (this “Agreement”), is among Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company signatory hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Senior Secured Convertible Debentures due October 31, 2013 in the original aggregate principal amount of up to $__,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

Rodman & Renshaw Capital Group, Inc. – SECURITIES PURCHASE AGREEMENT (November 4th, 2011)

This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2011, between Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Rodman & Renshaw Capital Group, Inc. – SERIES A COMMON STOCK PURCHASE WARRANT RODMAN & RENSHAW CAPITAL GROUP, INC. (November 4th, 2011)

THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing on or after the six-month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on December 31, 2014 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Rodman & Renshaw Capital Group, Inc. – NON-RECOURSE SUBSIDIARY GUARANTEE (November 4th, 2011)

NON-RECOURSE SUBSIDIARY GUARANTEE, dated as of November 1, 2011 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”) and the Purchasers.

Rodman & Renshaw Capital Group, Inc. – REGISTRATION RIGHTS AGREEMENT (November 4th, 2011)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 2011, between Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Rodman & Renshaw Capital Group, Inc. – SERIES B COMMON STOCK PURCHASE WARRANT RODMAN & RENSHAW CAPITAL GROUP, INC. (November 4th, 2011)

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on October 31, 2013 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Rodman & Renshaw Capital Group, Inc. – 10% SENIOR SECURED CONVERTIBLE DEBENTURE (November 4th, 2011)

THIS 10% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Senior Secured Convertible Debentures of Rodman & Renshaw Capital Group, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 1251 Avenue of the Americas, New York, NY 10020, designated as its 10% Senior Secured Convertible Debentures (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

Rodman & Renshaw Capital Group, Inc. – FORM OF WAIVER AGREEMENT (November 4th, 2011)

Reference is made to my employment agreement dated November 30, 2010 with Rodman & Renshaw, LLC and Rodman & Renshaw Capital Group, Inc. (the “Employment Agreement”). Further reference is made to the Securities Purchase Agreement dated October 31, 2011 between Rodman & Renshaw Capital Group, Inc. and the Investors set forth on Schedule I thereto (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.

Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin Chief Financial Officer (November 1st, 2011)
Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin Chief Financial Officer (August 12th, 2011)
Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin Chief Financial Officer (May 3rd, 2011)
Rodman & Renshaw Capital Group, Inc. – RODMAN & RENSHAW CAPITAL GROUP, INC. 2010 STOCK AWARD AND INCENTIVE PLAN Restricted Stock Units Agreement (Employees – 2011 Performance-Vesting Grant) (April 14th, 2011)

This Restricted Stock Units Agreement (the “Agreement,” which includes the “Terms and Conditions of Restricted Stock Units” attached hereto) confirms the grant on April 8, 2010 (the “Grant Date”), by Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the “Company”), to Anthony Sanfilippo (“Employee”) of Restricted Stock Units (“RSUs”), as follows:

Rodman & Renshaw Capital Group, Inc. – Anthony Sanfilippo 261 Bayberry Lane Westport, CT 06880 Dear Tony: (April 14th, 2011)

We are pleased to offer you a position as President and Head of Sales & Trading and Research of Rodman & Renshaw, LLC and President of Rodman & Renshaw Capital Group, Inc. (collectively, the “Company”), reporting to the Chief Executive Officer. In connection with your employment with the Company, you will become registered with the Financial Industry Regulatory Authority (“FINRA”) and become a “registered representative” (as such term is defined in the rules and regulations of FINRA) of the Company as soon as practicable, and remain in good standing with FINRA.

Rodman & Renshaw Capital Group, Inc. – Filed by Rodman & Renshaw Capital Group, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Hudson Holding Corporation Commission File No.: 333-171988 Thomson StreetEventsSM Conference Call Transcript RODM - Q4 2010 RODMAN & RENSHAW CAP GP INC Earnings Conference Call Event Date/Time: Feb 16, 2011 / 03:00PM GMT (February 16th, 2011)

Greetings and welcome to the Rodman & Renshaw fourth-quarter and full-year 2010 conference call. At this time all participants are in a listen-nly mode. A question-and-answer session will follow the formal presentation. (Operator Instructions). As a reminder, this conference is being recorded.

Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin Chief Financial Officer (February 16th, 2011)
Rodman & Renshaw Capital Group, Inc. – FORM OF STOCKHOLDER VOTING AGREEMENT (January 5th, 2011)

This VOTING AGREEMENT, dated as of January 4, 2011 (this “Agreement”), by and among Rodman & Renshaw Capital Group, Inc., a Delaware corporation (“Parent”), and the Persons set forth on Schedule A hereto (each, a “Stockholder”, and collectively, the “Stockholders”).

Rodman & Renshaw Capital Group, Inc. – FORM OF STOCKHOLDER VOTING AGREEMENT (January 5th, 2011)

This VOTING AGREEMENT, dated as of January 4, 2011 (this “Agreement”), by and among Rodman & Renshaw Capital Group, Inc., a Delaware corporation (“Parent”), and the Persons set forth on Schedule A hereto (each, a “Stockholder”, and collectively, the “Stockholders”).

Rodman & Renshaw Capital Group, Inc. – AGREEMENT AND PLAN OF MERGER dated as of January 4, 2011 among RODMAN & RENSHAW CAPITAL GROUP, INC. HHC ACQUISITION, INC. and HUDSON HOLDING CORPORATION (January 5th, 2011)

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 4, 2011 (the “Signing Date”) among RODMAN & RENSHAW CAPITAL GROUP, INC., a Delaware corporation (“Parent”), HHC ACQUISITION, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Subsidiary”) and HUDSON HOLDING CORPORATION, a Delaware corporation (the “Company”).

Rodman & Renshaw Capital Group, Inc. – John J. Borer III Dear John: (December 2nd, 2010)

We are pleased to offer you continued employment with Rodman & Renshaw, LLC (the “Company”) in the capacity of Senior Managing Director. In connection with your employment with the Company, you will be required to maintain your status as a “registered representative” (as such term is defined in the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”)) of the Company and remain in good standing with FINRA.

Rodman & Renshaw Capital Group, Inc. – 2010 STOCK AWARD AND INCENTIVE PLAN Restricted Stock Units Agreement (Employees – 2010 Performance-Vesting Grant) (December 2nd, 2010)

This Restricted Stock Units Agreement (the "Agreement," which includes the "Terms and Conditions of Restricted Stock Units" attached hereto) confirms the grant on November 30, 2010 (the "Grant Date"), by Rodman & Renshaw Capital Group, Inc., a Delaware corporation (the "Company"), to __________ ("Employee") of Restricted Stock Units ("RSUs"), as follows:

Rodman & Renshaw Capital Group, Inc. – Edward Rubin Dear Ed: (December 2nd, 2010)

We are pleased to offer you continued employment with Rodman & Renshaw, LLC and Rodman & Renshaw Capital Group, Inc. (collectively, the “Company”) in the capacity of Chief Executive Officer. In connection with your employment with the Company, you will be required to maintain your status as a “registered representative” (as such term is defined in the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”)) of the Company and remain in good standing with FINRA.

Rodman & Renshaw Capital Group, Inc. – Michael Vasinkevich Dear Michael: (December 2nd, 2010)

We are pleased to offer you continued employment with Rodman & Renshaw, LLC and Rodman & Renshaw Capital Group, Inc. (collectively, the “Company”) in the capacity of Senior Managing Director and Vice Chairman, respectively. In connection with your employment with the Company, you will be required to maintain your status as a “registered representative” (as such term is defined in the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”)) of the Company and remain in good standing with FINRA.

Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin Chief Financial Officer (November 15th, 2010)
Rodman & Renshaw Capital Group, Inc. – Execution Counterpart OPERATING AGREEMENT (as amended) OF ACERAS BIOMEDICAL LLC (a Delaware limited liability company) (November 15th, 2010)

This Operating Agreement (the “Agreement”) of ACERAS BIOMEDICAL LLC (the “Company”) is made and entered into effective as of May 9, 2008 by and among each of the Members (as defined below) listed on the signature page hereto. This Agreement, as it may be amended from time to time, shall be binding on any person who at the time is a Member (as defined below).

Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin (September 14th, 2010)
Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin (August 3rd, 2010)
Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin Chief Financial Officer (May 25th, 2010)
Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin Chief Financial Officer (May 12th, 2010)
Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin (May 6th, 2010)
Rodman & Renshaw Capital Group, Inc. – NEWS RELEASE Contact: Dave Horin (February 9th, 2010)

New York, NY February 9, 2010 – Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM) today announced financial results for the full year and the fourth quarter, ended December 31, 2009. For the full year 2009, the Company reported revenue of $132.2 million, and net income of $27.3 million or $0.73 per diluted share. For the fourth quarter of 2009, the Company reported revenue of $27.4 million, and net income of $8.1 million or $0.21 per diluted share. Adjusting for certain events related to the reversal of a valuation allowance, non-cash principal transactions, legal fees related to an arbitration in which we prevailed in September 2009, impairment of goodwill and conference related income and expenses, the Company reported net income for 2009 on a non-U.S. GAAP basis of $25.1 million, a pre-tax margin of 22% and $0.67 per diluted share. For the fourth quarter of 2009, the Company reported net income on a non-U.S. GAAP basis of $6.3 million, a pre-tax margin of 22% and $0.16 per diluted